When transferring an investment project, what legal documents need to be evaluated?

Transfer of investment projects is the process of transferring all or part of a project from one investor to another. To ensure legality and efficiency in business, appraisal of legal documents and meeting conditions for transfer of investment projects is essential. The article below will provide detailed instructions on documents that need to be appraised, processes and important notes in project transfer.

Conditions for transferring investment projects

The transfer conditions are clearly stipulated in Clause 1, Article 46 of the Law Investment 2020, including the following requirements:

• The project has not been terminated: The transferred project or part of the project is not terminated according to the provisions of Article 48, Clause 1 and Clause 2 of the Law on Investment.
• Conditions for foreign investors: The foreign investor receiving the transfer must meet the conditions in Clause 2, Article 24 of the Law on Investment.
• Land conditions: Must comply with the provisions of land law when transferring projects related to land use rights and assets attached to land.
• Housing and real estate conditions: For housing or real estate construction projects, must comply with regulations on housing and real estate business laws.
• Legal document conditions: Investors must comply with the conditions specified in the investment policy approval document, Investment Registration Certificate or other relevant legal regulations (if any).
• State-owned enterprise: When transferring projects, state-owned enterprises must comply with the provisions of law on management and use of state capital before adjusting investment projects.

What are the documents that need to be appraised when transferring an investment project?

When receiving a transfer, the receiving party needs to carefully check the legal documents to avoid risks:

Legal documents of the project

• Investment registration certificate, investment policy approval decision (if any).
• Transfer contract or principle contract.
• Report on project implementation status up to the time of transfer.
• Detailed planning 1/500 or total area planning has been approved.
• Certificate of land use rights related to the project.

Legal documents of transferring investors

• Business registration certificate.
• Documents proving the legal status of the transferring investor.

Financial records and capacity of the transferee

• The most recent 2 years of financial statements have been audited.
• Financial guarantee or commitment to financial support from parent company or credit institution.

Investment project transfer process

The transfer process complies with Article 48 of Decree 31/2021/ND-CP, including steps:

Step 1: Prepare documents

• Submit a written request to adjust the investment project.
• Attached is the project implementation status report, transfer contract and related legal documents.

Step 2: Submit documents to the competent authority

• Receiving agency: Department of Planning and Investment or Ministry of Planning and Investment depending on authority.
• Number of documents: 04 – 08 sets, depending on each case.

Step 3: Consider, evaluate and decide

• Processing time: From 15 – 25 working days from the date of receipt of complete and valid documents.
• Result: Decision to adjust investor approval or approve investment project adjustment.

Points to pay attention to during the investment project transfer process

• Transfer contract: Must clearly state the rights and obligations of the parties, payment method and project handover conditions.
• Evaluate the transferee’s capacity: Ensure the transferee has sufficient finances and capacity to implement the project.
• Handover of project documents: The transferor must hand over all documents, land boundary markers on the ground and notify the customer (if any).
• Responsibility for continued implementation: The new investor must commit to continue implementing the project according to plan and schedule.

Consulting services and support for issues related to investment project transfer

With a team of consultants with many years of experience, Long Phan provides consulting services on investment project transfer to help customers complete quickly and ensure compliance with regulations. Services include:

• Consulting on regulations on investment project transfer.
• Support customers in procedures for evaluating legal documents and investor capacity.
• Assist customers in preparing necessary documents, contracts, and documents for transfer and appraisal activities.
• Representing customers to carry out procedures at competent agencies.
• Support customers to solve arising problems.
• Support and advise on how to resolve disputes when disputes occur.

Investment project transfer procedures are a complex process, requiring investors to fully comply with relevant regulations. The transfer must ensure financial, land conditions, and specific regulations of each field, to protect the legal rights of related parties. Please contact the hotline 0906735386 to receive accurate and professional advice!